Policy Related to the Certificate of Existence and to the Certificate of Compliance
Policy Statement 11.2
July 5, 2010
PDF version (55.63 KB, 6 page)
Table of Contents
- Statement of General Principles
- Certificate of Compliance and Certificate of Existence
- Fees
- Date of Certificate
- On what grounds may Corporations Canada refuse to issue a certificate?
- How do I obtain a Certificate of Compliance or a Certificate of Existence?
- Additional information and how to contact the Corporations Canada
Statement of General Principles
In order to assist corporations and other interested persons, this policy sets out policy and practice guidelines aimed at facilitating an application for a certificate of existence or a certificate of compliance. However, these policy and practice guidelines do not have the force of law, and are not intended to give shareholders, creditors or the Director any powers broader than those conferred to them by the CBCA. The final interpretation of section 263.1 of the CBCA and related provisions is the function of the courts.
Corporations Canada believes that, by communicating these guidelines to corporations and other interested persons, the instances of rejected requests can be reduced, along with the cost and administrative inconvenience encountered.
Nothing in this policy is intended to constitute a binding statement of what position Corporations Canada will take with respect to any particular request. In addition, this policy is not intended to be a substitute for professional legal, accounting or business advice or for the exercise of professional judgment by legal, accounting and business advisors in any particular instance.
Certificate of Compliance and Certificate of Existence
Under subsection 263.1(1) of the CBCA, the Director appointed under the Act may provide any person with a certificate stating that a corporation has sent to the Director a document required to be sent under the Act, has paid the required fees, or exists as of a certain date or for a specific period.
Certificate of Compliance
Corporations Canada may issue a certificate of compliance to anyone requesting one. It certifies that a corporation:
- exists under the CBCA (i.e. it is not dissolved, amalgamated or continued),
- has filed the required annual returns with Corporations Canada, and
- has paid all prescribed fees required.
Certificate of Existence
Corporations Canada may issue a certificate of existence in respect of a corporation to anyone who requests such a certificate. It certifies that a corporation exists as of the specified date. In other words, it has not been dissolved, discontinued or amalgamated into another corporation. Corporations Canada can issue a certificate of existence for a specific period if the corporation has not been dissolved or discontinued during the specific period and the corporation has not changed its structure in such a way as to cause a change to its corporate number.
A certificate of existence does not certify that a corporation has sent all the required documents to Corporations Canada or has paid all prescribed fees under the CBCA.
Examples:
Here are a few examples to illustrate when a certificate of existence would be issued. Assume that the request is made on the current date.
|
ABC Inc. |
incorporated on April 1, 2001 (corporate number: 123) |
request for a certificate of existence for April 1, 2002. |
certificate issued |
|
ABC Inc. |
incorporated on April 1, 2001 (corporate number: 123) corporation dissolved on March 1, 2002. |
request for a certificate of existence for April 1, 2002. |
request refused as the corporation was dissolved on the requested date. |
|
ABC Inc. |
incorporated on April 1, 2001 (corporate number: 123) |
request for a certificate of existence for the period of April 1, 2001 to April 1, 2002. |
certificate issued |
|
ABC Inc. |
incorporated on April 1, 2001 (corporate number: 123) |
request for a certificate of existence for the period of April 1, 2000 to April 1, 2002. |
request refused as the corporation was not in existence at a certain time during the specific period requested i.e., before April 1st, 2001. |
|
ABC Inc. |
incorporated on April 1, 2001 (corporate number: 123) the corporation changed its name to DEF Inc. on January 1, 2002 (corporate number: 123) |
request for a certificate of existence for the period of April 1, 2001 to April 1, 2002. |
certificate issued as the name change did not require a change in the corporate number. |
|
ABC Inc. XYZ Inc. |
incorporated on April 1, 2001 (corporate number: 123) incorporated on January 1, 2002 (corporate number: 345) ABC Inc. and YXZ Inc. have been amalgamated on March 1, 2002. The name of the new corporation is ABCYXZ Inc. (corporate number: 678) |
request for a certificate of existence for ABCXYZ Inc. for the period of April 1, 2001 to April 1, 2002. |
request refused as the amalgamation between both corporations required a change in the corporate number. |
Fees
A fee of $10 is charged for each application for a certificate of compliance or certificate of existence and for each additional copy requested. Please note that a certificate cannot be issued if the fee is not paid.
If the request for a certificate of compliance or existence is rejected, Corporations Canada will not refund the fee.
Date of the certificate
The date of the certificate of compliance or of the certificate of existence is the date the request is processed and the certificate is issued by Corporations Canada. The issuance date may not be the same as the date the request for the certificate is received by Corporations Canada. For example, where requests are made by mail, email, or fax, the certificate may not be issued until 5 days after they are received because of Corporations Canada's service standard for these delivery methods. Note that it is not possible to request a certificate to be dated before the date of its issuance. However, online requests through the Online Filing Centre are automatic and will generally be issued on the same day the online request was made.
On what grounds may Corporations Canada refuse to issue a certificate?
Corporations Canada may refuse to issue a certificate of compliance for any of the following reasons:
- the outstanding annual returns have not been filed;
- the fees for filing the annual returns were not paid;
- the certificate is requested for a corporation that does not exist under the CBCA;
- the corporation has been dissolved, amalgamated or continued; or
- the fee was not enclosed.
Corporations Canada may refuse to issue a certificate of existence for any of the following reasons:
- the certificate is requested for a corporation that does not exist under the CBCA;
- the date or period for which the certificate is requested is later than the date of the request;
- the corporation was dissolved on or during the specified date or period, or is dissolved during the specified period;
- the corporation had discontinued on or during the specified date or period, or discontinued during the specified period;
- the corporation had amalgamated on or during the specified date or period, or amalgamated during the specified period;
- in exceptional circumstances, the corporation, to the Director=s knowledge, failed to send a document required to be sent under the CBCA or pay an applicable fee; or
- the fee was not enclosed.
If Corporations Canada refuses to issue a certificate of compliance or a certificate of existence, a notice specifying the reasons will be sent to the applicant.
How do I obtain a certificate of compliance or a certificate of existence?
A certificate of compliance or a certificate of existence may be requested:
- through the Corporations Canada's Online Filing Centre (www.corporationscanada.gc.ca); or
- in writing by e-mail, mail, fax or in person.
The online request provides some advantages as the certificate will often be issued within an hour after the request is submitted. A request made be e-mail, mail or fax will be processed within the 5 days following its reception by Corporations Canada and will bear the issuance date of the certificate.
Online request:
- Go to the Corporations Canada website (www.corporationscnada.ic.gc.ca);
- Choose Canada Corporations Online Filing Centre.
- Choose one of the following options:
- Obtain Certificate of Compliance; or
- Obtain Certificate of Existence.
- Follow the steps as indicated and pay the prescribed fees.
- The requested certificate will be sent to the applicant by e-mail in PDF format generally within the hour following the submission of the request.
Email, mail, fax or in person request
The written request must contain all of the following information:
- The type of certificate you are requesting, i.e.,
- a certificate of compliance, or
- a certificate of existence.
- The corporate name of the corporation for which the certificate is being requested.
- The corporate number for which the certificate is being requested.
- If you are requesting a certificate of existence, please state the exact date or period for which you would like the Director to certify that the corporation existed. The date or period must be prior to the date of the request.
Example: May 31, 2002; or
from December 1, 2001 to May 31, 2002.
- The name and telephone number of the applicant.
- The e-mail address, the address or fax number to which Corporations Canada should send the certificate.
- The prescribed fees of $10 per certificate.
It should be noted that the request for a certificate will be processed by Corporations Canada within the 5 days following its reception. The date of the certificate will be the date the certificate is issued by Corporations Canada.
The completed request can be sent to Corporations Canada through in one of the following ways:
|
Address |
Fees |
Method of payment |
Notice of Receipt |
|
|
corporationscanada@ic.gc.ca Attach a completed request to your e-mail |
$10 |
Credit card: |
The certificate will be sent by e-mail within the 5 days following its reception. |
|
FAX |
613-941-4803 |
$10 |
Credit card: |
The certificate will be sent by fax within the 5 days following its reception. |
|
|
Corporations Canada |
$10 |
Credit card: |
The certificate will be sent by mail within the 5 days following its reception. |
IN PERSON |
From Monday to Friday, between 8:30 a.m. and 5:00 p.m., at Corporations Canada |
$10 |
Credit card: |
The certificate will be sent by mail within the 5 days following its reception. |
Additional information and how to contact Corporations Canada
For additional information on Corporations Canada's products and services, please visit the Corporations Canada website (www.corporationscanada.ic.gc.ca) or contact Corporations Canada (see General Inquiries).
Corporations Canada
9th Floor
Jean Edmonds Tower South
365 Laurier Avenue West,
Ottawa, Ontario K1A 0C8
General Inquiries:
Toll-free (within Canada): 1-866-333-5556
Telephone (National Capital Region and Outside Canada): 613-941-9042
FAX: 613-941-4803
Email:corporationscanada@ic.gc.ca
Information on Downloading a PDF Reader
To access the Portable Document Format (PDF) version you must have a PDF reader installed. If you do not already have such a reader, there are numerous PDF readers available for free download or for purchase on the Internet: